-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KTG2OFxWh1OVxGaAX/bdoyx1rQKQ+uOnMvuC+1whsyZCJsqysqqIciYBV1eGq5JI gmLVxmZuHpVMz2a5tuQZgQ== 0001157523-08-000663.txt : 20080130 0001157523-08-000663.hdr.sgml : 20080130 20080130084403 ACCESSION NUMBER: 0001157523-08-000663 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20080130 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080130 DATE AS OF CHANGE: 20080130 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EASTMAN KODAK CO CENTRAL INDEX KEY: 0000031235 STANDARD INDUSTRIAL CLASSIFICATION: PHOTOGRAPHIC EQUIPMENT & SUPPLIES [3861] IRS NUMBER: 160417150 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00087 FILM NUMBER: 08559736 BUSINESS ADDRESS: STREET 1: 343 STATE ST CITY: ROCHESTER STATE: NY ZIP: 14650 BUSINESS PHONE: 7167244000 MAIL ADDRESS: STREET 1: 343 STATE STREET CITY: ROCHESTER STATE: NY ZIP: 14650 8-K 1 a5597225.htm EASTMAN KODAK COMPANY 8-K


SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): January 30, 2008


EASTMAN KODAK COMPANY
(Exact name of registrant as specified in its charter)


New Jersey

1-87

16-0417150

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

343 State Street,

Rochester, New York 14650

(Address of Principal Executive Offices) (Zip Code)


Registrant’s telephone number, including area code (585) 724-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 2.02     Results of Operations and Financial Condition.

On January 30, 2008, Eastman Kodak Company issued a press release describing its financial results for its fourth fiscal quarter ended December 31, 2007. Copies of the press release and financial discussion document are attached as Exhibits 99.1 and 99.2, respectively, to this report.

Within the Company's fourth quarter 2007 press release, the Company makes reference to certain non-GAAP financial measures including "Digital earnings", "Digital revenue", "Traditional revenue", "Net cash generation", "CDG revenue from digital products growth", "GCG revenue from digital products growth", and "Free cash flow", which have directly comparable GAAP financial measures. The Company believes that these measures represent important internal measures of performance. Accordingly, where these non-GAAP measures are provided, it is done so that investors have the same financial data that management uses with the belief that it will assist the investment community in properly assessing the underlying performance of the Company on a year-over-year basis. Whenever such information is presented, the Company has complied with the provisions of the rules under Regulation G and Item 2.02 of Form 8-K. The specific reasons, in addition to the reasons described above, why the Company's management believes that the presentation of the non-GAAP financial measures provides useful information to investors regarding Kodak's financial condition, results of operations and cash flows are as follows:

Digital earnings / Digital revenue / Traditional revenue / CDG revenue from digital products growth / GCG revenue from digital products growth - Due to the Company's ongoing digital transformation, management views the Company’s performance based on the following three key metrics: digital revenue growth, digital earnings growth and net cash generation. These three key metrics are emphasized in the Company’s attached earnings release for the fourth quarter of 2007. These digital measures form the basis of internal management performance expectations and certain incentive compensation. Accordingly, these digital measures are presented so that investors have the same financial data that management uses with the belief that it will assist the investment community in properly assessing the underlying performance of the Company against its key metrics on a year-over-year and quarter-sequential basis, as the Company undergoes this digital transformation.


Net cash generation / Free cash flow - The Company believes that the presentation of net cash generation and free cash flow is useful information to investors as it facilitates the comparison of cash flows between reporting periods. In addition, management utilizes these measures as tools to assess the Company's ability to repay debt and repurchase its own common stock, after it has satisfied its working capital needs (including restructuring-related payments), dividends, capital expenditures, acquisitions and investments. The net cash generation measure equals net cash provided by continuing operations from operating activities, as determined under Generally Accepted Accounting Principles in the U.S. (U.S. GAAP), minus capital expenditures, plus proceeds from the sale of assets and certain businesses, plus investments in unconsolidated affiliates, and minus dividends. The free cash flow measure equals net cash provided by continuing operations from operating activities as determined under U.S. GAAP minus capital expenditures. Net cash generation forms the basis of internal management performance expectations (it is one of the Company’s three key metrics) and certain incentive compensation. Accordingly, the Company believes that the presentation of this information is useful to investors as it provides them with the same data as management uses to facilitate their assessment of the Company's cash position.


Item 9.01     Financial Statements and Exhibits.

 

(c)     Exhibits

 
Exhibit 99.1 Press release issued January 30, Furnished with
2008 regarding financial results this document
for the fourth quarter of 2007
 
Exhibit 99.2 Financial discussion document issued Furnished with
January 30, 2008 regarding financial this document
results for the fourth quarter of
2007


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EASTMAN KODAK COMPANY

 

 

 

 

By:

/s/ Diane E. Wilfong

Name:

Diane E. Wilfong

Title:

Chief Accounting Officer

and Controller

 

Date:

January 30, 2008


EXHIBIT INDEX

Exhibit No.

Description

 
99.1

Press release issued January 30, 2008 regarding financial results for the fourth quarter of 2007

 
99.2

Financial discussion document issued January 30, 2008 regarding financial results for the fourth quarter of 2007

EX-99.1 2 a5597225ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

Kodak Earns $92 Million in the Fourth Quarter on Sales of $3.220 Billion; Fourth-Quarter Digital Revenue Grows by 15%

Company Exceeds Full-Year Cash and Digital Revenue Goals

Achieves Digital and Overall EFO Targets

Sales of Consumer Inkjet Printers Exceed Company’s 2007 Goal of 500,000 Units

ROCHESTER, N.Y.--(BUSINESS WIRE)--Eastman Kodak Company (NYSE:EK) today reported fourth-quarter earnings from continuing operations of $92 million, or $0.31 per share, on higher year-over-year revenues, reflecting the emergence of a new, more profitable company.

Kodak also met or exceeded all of its key financial commitments and strategic goals for 2007, most notably:

  • Delivering an 8% increase in digital revenue
  • Achieving digital earnings of $176 million
  • Net Cash Generation of $333 million
  • On a GAAP basis, for the total year, revenue declined by 3% and cash provided by operating activities from continuing operations was $352 million
  • Aggressive entrance into new markets and product categories, including the introduction of the KODAK All-in-One Inkjet Printing System, KODAK digital picture frames, KODAK InSite enterprise management software, and the KODAK NEXPRESS S3000 Digital Production Color Press
  • Completion of the company’s four-year corporate restructuring program
  • Achieving targeted cost model for the year and reducing full-year Selling, General and Administrative costs from 18.5% to 17.1% of revenue

“I am thrilled with our 2007 performance, as it is powerful evidence that a new Kodak has emerged and is producing solid, value-creating growth,” said Antonio M. Perez, Chairman and Chief Executive Officer, Eastman Kodak Company. “We delivered another strong quarter, and another strong year of earnings growth, and met or exceeded every important goal that we set for ourselves.

“In addition, we successfully entered the $50 billion consumer inkjet market and exceeded our first-year printer sales goal. What’s more, third-party data indicates that Kodak is enjoying a 30% price premium over the industry average. Clearly, our value proposition is resonating with consumers and they are willing to pay a bit more for a Kodak printer because they know they will save money every time they print. Consumer inkjet is just one of several new product introductions that are receiving positive customer response. The more I see of them, the more optimistic I am about their success.”

Kodak’s digital revenue grew 15% in the fourth quarter of 2007, driven by strong year-over-year increases in all key digital businesses, partially offset by a decline in snapshot printing.

The company achieved $146 million in digital earnings for the fourth quarter, driven by an expanded product portfolio, intellectual property arrangements, and operational improvements, resulting in strong full-year earnings performance across the company’s digital business units. For the full year, the company delivered $176 million in digital earnings, a $189 million improvement from the prior year, significantly outpacing a $30 million year-over-year decline in traditional earnings. Earnings from continuing operations before interest, other income (charges), net, and income taxes were $130 million for the quarter and a loss of $230 million for the year.

On the basis of generally accepted accounting principles (GAAP), the company reported fourth-quarter earnings from continuing operations of $109 million pre-tax, $92 million after tax, or $0.31 per diluted share, reflecting the impact of 19 million additional shares from contingently convertible securities. This compares with earnings of $111 million pre-tax, and a loss of $15 million after tax, or $0.05 per share, in the year-ago period. Items of net expense impacting comparability in the fourth quarter of 2007 totaled $28 million after tax, or $0.09 per share. The most significant items were restructuring costs of $68 million before tax and $44 million after tax, or $0.14 per share, net gains on sale of property of $116 million before tax and $89 million after tax, or $0.29 per share, impairment of an investment of $46 million after tax, or $0.15 per share, and various other tax-related items totaling $25 million, or $0.08 per share. In the fourth quarter of 2006, items of net expense impacting comparability totaled $158 million after tax, or $0.55 per share, primarily reflecting restructuring costs and tax valuation allowances.

For the fourth quarter of 2007:

  • Sales totaled $3.220 billion, an increase of 4% from $3.106 billion in the fourth quarter of 2006. Digital revenue totaled $2.262 billion, a 15% increase from $1.974 billion in the prior-year quarter. Traditional revenue totaled $951 million, a 15% decline from $1.117 billion in the fourth quarter of 2006.
  • Digital earnings for the fourth quarter improved by $5 million, to $146 million this quarter, from $141 million in the year-ago quarter.

Other financial details:

  • Gross Profit margin was 24.5% for the quarter, up from 23.8% in the year-ago period, primarily attributable to lower costs from manufacturing footprint reductions, intellectual property, and foreign exchange, partially offset by increased commodity costs and price/mix impacts.
  • Selling, General and Administrative expenses increased by $48 million from the year-ago quarter, primarily reflecting the company’s investment in advertising to support new products, including its consumer inkjet printing system. As a result, SG&A as a percentage of revenue was 16%, compared with 15% in the year-ago quarter.
  • Net Cash Generation for the fourth quarter was $1.132 billion, compared with $905 million in the year-ago quarter. This corresponds to net cash provided by operating activities from continuing operations of $1.046 billion for the fourth quarter, compared with $1.002 billion in the year-ago quarter.
  • The company’s debt level stood at $1.597 billion as of December 31, 2007, a $1.181 billion reduction from the 2006 year-end debt level of $2.778 billion.
  • Kodak held $2.947 billion in cash and cash equivalents as of December 31, 2007, an increase of $1.478 billion from the year-ago period.

Fourth-quarter segment sales and results from continuing operations, before interest, taxes, and other income and charges (earnings from operations), are as follows:

  • Consumer Digital Imaging Group sales for the fourth quarter were $1.730 billion, an 8% increase from the prior-year quarter. Revenues from digital products grew by 17%, driven by growth in Digital Capture and Devices, kiosks and related media, and consumer inkjet printers. Earnings from operations improved by $13 million to $76 million, compared with $63 million in the year-ago quarter. This improvement was driven by an expanded product portfolio, intellectual property arrangements, and operational improvements in the Digital Capture and Devices business, partially offset by costs associated with new product introduction activities in the Inkjet Systems business.
  • Graphic Communications Group sales for the fourth quarter were $998 million, a 7% increase from the year-ago quarter. Revenues from digital products grew by 12% to $891 million, driven by increased sales of digital plates, NEXPRESS digital color printing presses, and digital printing consumables. Earnings from operations were $33 million, compared with $47 million in the year-ago quarter. This earnings decline was primarily driven by higher aluminum and other costs, the impact of an intellectual property licensing settlement, and decreased sales and gross profit from traditional products.
  • Film Products Group fourth-quarter sales were $463 million, down from $559 million in the year-ago quarter, representing a decrease of 17%. Earnings from operations were $40 million, compared with $83 million in the year-ago quarter. These results reflect impacts from volume and mix along with seasonal production slowdowns in film manufacturing, some initial effects from the writers’ strike, higher silver costs, and the impact associated with new and renewed film agreements.

Other 2007 Highlights:

  • The company’s loss from continuing operations for 2007 was $205 million, or $0.71 per share, a $599 million, or $2.09 per share improvement, from the 2006 level. The favorable year-over-year change reflects a decrease in restructuring charges, as the company completed the final year of its corporate restructuring program. It also reflects greatly improved operational performance across all of the company’s businesses as well as reduced taxes and SG&A expenses versus the prior year.
  • All of Kodak’s major businesses showed improvement in earnings from operations on a full-year basis. Specifically, CDG earnings from operations improved by $148 million from 2006. GCG earnings improved from $100 million in the year-ago period to $116 million in 2007. FPG earnings from operations were $369 million in 2007, compared with $368 million in the previous year, and its operating margin improved to 19% for the year, from 16% in the prior year, despite a 15% decline in revenue.
  • Net Cash Generation for the full year was $333 million, compared with $365 million in 2006. This corresponds to net cash provided by operating activities from continuing operations of $352 million for 2007, compared with $685 million in 2006.

“Our corporate restructuring is now over and Kodak is revitalized and ready to grow,” said Perez. “We have a strong market position in a significant number of very promising digital businesses, a competitive operating structure, a powerful brand, and extremely valuable intellectual property. We are a new company with a strong emphasis on sustaining profitable growth, and the talent and resources necessary to achieve that goal. This positions us well for strong performance in 2008 and beyond.”

Conference Call

Antonio Perez and Kodak Chief Financial Officer Frank Sklarsky will host a conference call with investors at 11:00 a.m. Eastern Time today. To access the call, please use the direct dial-in number: 913-312-0838, access code 1475686. There is no need to pre-register.

The call will be recorded and available for playback by 2:00 p.m. Eastern Time today by dialing 719-457-0820, access code 1475686. The playback number will be active until Wednesday, February 6, at 5:00 p.m. Eastern Time.

Outlook/Investor Meeting

The company will provide a detailed outlook for 2008 at its annual strategy meeting with the institutional investment community on Thursday, February 7, in New York City.

The meeting will be held at the Digital Sandbox Event Center, located at 55 Broad Street (between Beaver St & Exchange Place). The doors will open at 8:00 a.m. Eastern Time and investors are welcome to view and participate in demonstrations of some of the products that will help define Kodak’s future. The formal program, including presentations by Antonio Perez, Frank Sklarsky, and other senior Kodak managers will begin promptly at 9:00 a.m.

If you wish to attend, please RSVP by contacting Jo Ann Bruno at (585) 724-1130 or by e-mail to joann.bruno@kodak.com.

For those unable to attend in person, the meeting will be available via a live webcast. To access the webcast please go to: http://www.kodak.com/go/invest

The meeting will also be teleconferenced in listen-only mode. To listen please call 913-312-1386 access code 1981483 or ask for the Kodak Investor Meeting.

An audio replay of the meeting will be available beginning Friday, February 8, at 8:00 a.m. Eastern Time and will run until 5:00 p.m. on Friday, February 15. The replay phone number is 719-457-0820 and the access code is 1981483.

About Kodak

As the world's foremost imaging innovator, Kodak helps consumers, businesses, and creative professionals unleash the power of pictures and printing to enrich their lives.

To learn more, visit www.kodak.com, and our blogs: 1000words.kodak.com, and 1000nerds.kodak.com.

Editor’s Note: Kodak corporate news releases are now offered via RSS feeds. To subscribe, visit www.kodak.com/go/RSS and look for the RSS symbol. In addition, Kodak podcasts are viewable at www.kodak.com/go/podcasts. Podcasts may be downloaded for viewing on iTunes, Quicktime, or other PC-based media players. Users may also subscribe to Kodak podcasts via the iTunes store by typing “Kodak Close Up” in the search field at the top of the iTunes Store window.

CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this press release may be forward-looking in nature, or "forward-looking statements" as defined in the United States Private Securities Litigation Reform Act of 1995. For example, references to the Company's expectations regarding its digital businesses, operating structure, intellectual property and profitable growth are forward-looking statements.

Actual results may differ from those expressed or implied in forward-looking statements. In addition, any forward-looking statements represent the Company's estimates only as of the date they are made, and should not be relied upon as representing the Company's estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if its estimates change. The forward-looking statements contained in this report are subject to a number of factors and uncertainties, including the successful:

  • execution of the digital growth and profitability strategies, business model and cash plan;
  • implementation of the cost reduction programs;
  • transition of certain financial processes and administrative functions to a global shared services model and the outsourcing of certain functions to third parties;
  • implementation of, and performance under, the debt management program, including compliance with the Company's debt covenants;
  • development and implementation of product go-to-market and e-commerce strategies;
  • protection, enforcement and defense of the Company's intellectual property, including defense of its products against the intellectual property challenges of others;
  • execution of intellectual property licensing programs and other strategies;
  • integration of the Company's businesses to SAP, the Company's enterprise system software;
  • completion of various portfolio actions;
  • reduction of inventories;
  • integration of acquired businesses and consolidation of the Company's subsidiary structure;
  • improvement in manufacturing productivity and techniques;
  • improvement in working capital management and cash conversion cycle;
  • continued availability of essential components and services from concentrated sources of supply;
  • improvement in supply chain efficiency and dependability; and
  • implementation of the strategies designed to address the decline in the Company's traditional businesses.

The forward-looking statements contained in this press release are subject to the following additional risk factors:

  • inherent unpredictability of currency fluctuations, commodity prices and raw material costs;
  • competitive actions, including pricing;
  • the Company's ability to access capital markets;
  • the nature and pace of technology evolution;
  • changes to accounting rules and tax laws, as well as other factors which could impact the Company's reported financial position or effective tax rate;
  • pension and other postretirement benefit cost factors such as actuarial assumptions, market performance, and employee retirement decisions;
  • general economic, business, geo-political and regulatory conditions or unanticipated environmental liabilities or costs;
  • changes in market growth;
  • continued effectiveness of internal controls; and
  • other factors and uncertainties disclosed from time to time in the Company's filings with the Securities and Exchange Commission.

Any forward-looking statements in this report should be evaluated in light of these important factors and uncertainties.

Eastman Kodak Company

Fourth Quarter and Year Ended 2007 Results

Non-GAAP Reconciliations

Within the Company's fourth quarter 2007 earnings release, reference is made to certain non-GAAP financial measures, including “digital revenue growth”, “digital earnings”, “net cash generation”, “traditional earnings”, “digital revenue”, “traditional revenue”, “CDG revenue from digital products growth”, “GCG revenue from digital products growth”. Whenever such information is presented, the Company has complied with the provisions of the rules under Regulation G and Item 2.02 of Form 8-K. The Company's management believes that the presentation of each of these non-GAAP financial measures provides useful information to investors regarding Kodak's financial condition, results of operations and cash flows as provided in the Form 8-K filed in connection with this press release.

The following table reconciles digital revenue, digital revenue growth, traditional revenue, and traditional revenue decline to the most directly comparable GAAP measure of consolidated revenue (dollar amounts in millions):

      Growth/       Growth/
FY 2007 FY 2006 (Decline) Q4 2007 Q4 2006 (Decline)
 
Digital revenue, as presented $ 6,392 $ 5,945 8 % $ 2,262 $ 1,974 15 %
Traditional revenue 3,877 4,574 -15 % 951 1,117 -15 %
New technologies revenue   32   49 -35 %   7   15 -53 %

Consolidated revenue (GAAP basis), as presented

$ 10,301 $ 10,568 -3 % $ 3,220 $ 3,106 4 %

The following table reconciles digital earnings (loss) to the most directly comparable GAAP measure of (loss) earnings from continuing operations before interest, other income (charges), net and income taxes (amounts in millions):

  FY   FY   Improvement/   Q4   Q4   Improvement/
2007 2006 (Decline) 2007 2006 (Decline)
 
Digital earnings (loss), as presented $ 176 $ (13 ) $ 189 $ 146 $ 141 $ 5
Traditional earnings (loss), as presented 212 242 (30 ) (4 ) 52 (56 )
New technologies loss (45 ) (68 ) 23 (12 ) (10 ) (2 )
Restructuring costs and other items, net (573 ) (637 ) 64   -   (49 ) 49  

(Loss) earnings from continuing operations before interest, other income (charges), net and income taxes (GAAP basis), as presented

$ (230 ) $ (476 ) $ 246   $ 130   $ 134   $ (4 )

The following table reconciles net cash generation to the most directly comparable GAAP measure of net cash provided by continuing operations from operating activities (amounts in millions):

  FY 2007   FY 2006   Q4 2007   Q4 2006
 
Net cash generation, as presented $ 333 $ 365 $ 1,132 $ 905
Net proceeds from sales of businesses/assets (227 ) (178 ) (81 ) (66 )
Net cash flow from HPA (158 ) - (158 ) -
Investments in unconsolidated affiliates - 19 - 9
Dividend payments   145     144     73     72  
Free cash flow 93 350 966 920
Additions to properties   259     335     80     82  
Net cash provided by continuing operations from operating activities (GAAP basis), as presented
$ 352   $ 685   $ 1,046   $ 1,002  

The following table reconciles CDG revenue from digital products growth to the most directly comparable GAAP measure of CDG total revenue growth:

  Q4
Growth/
(Decline)
 
CDG revenue from digital products growth, as presented 17%
CDG revenue from traditional products decline -15%
CDG total revenue growth, as presented 8%

The following tables reconcile GCG revenue from digital products growth to the most directly comparable GAAP measure of GCG total revenue growth:

  Q4 07   Q4 06  

Q4 Growth/
(Decline)

 
GCG revenue from digital products growth, as presented $ 891 $ 799 12 %
GCG revenue from traditional products decline   107   134 -20 %
GCG total revenue growth, as presented $ 998 $ 933 7 %

As previously announced, the Company will only report its results on a GAAP basis, which will be accompanied by a description of non-operational items affecting its GAAP quarterly results by line item in the statement of operations. The Company defines non-operational items as restructuring and related charges, gains and losses on sales of assets, certain asset impairments, the related tax effects of those items and certain other significant pre-tax and tax items not related to the Company’s core operations. Non-operational items, as defined, are specific to the Company and other companies may define the term differently. The following table presents a description of the non-operational items affecting the Company's quarterly results by line item in the statement of operations for the fourth quarter of 2007 and 2006, respectively.

  4th Quarter
     
2007 2006
(in millions, except per share data)
$ EPS $ EPS
Earnings (loss) from continuing operations - GAAP $ 92 $ 0.31 $ (15 ) $ (0.05 )

Items of Comparability - Expense/(Income):

COGS
- Charges for accelerated depreciation in connection with the focused cost reduction actions 4 60
- Foreign contingencies (5 )
- Charges for inventory writedowns in connection with focused cost reduction actions   1       3    
Subtotal   -     -     63     0.22  
SG&A
- Legal Settlement (reversals)/charges   -       (6 )  
Subtotal   -     -     (6 )   (0.02 )
Restructuring
- Charges for focused cost reduction actions   63       14    
Subtotal   63     0.21     14     0.05  
Other Operating Income/(Charges), Net
- Gains on sale of property related to focused cost reduction actions, net (116 ) (22 )
- Impairment of Lucky Film intangible asset 46 -
- Adjustment for loan loss   7        
Subtotal   (63 )   (0.21 )   (22 )   (0.08 )
Other Income/(Charges)
- Impairment of equity method investment   5       -    
Subtotal   5     0.02     -     -  
Taxes
- Net release of foreign valuation allowances and adjustments of uncertain tax positions 25 89
- Tax impacts of the above-mentioned pre-tax items   (2 )     20    
Subtotal     23       0.07       109       0.38  

CONTACT:
Eastman Kodak Company
Media:
David Lanzillo, 585-781-5481
david.lanzillo@kodak.com
or
Barbara Pierce, 585-724-5036
barbara.pierce@kodak.com
Or
Investor Relations:
Ann McCorvey, 585-724-5096
antoinette.mccorvey@kodak.com
or
Angela Nash, 585-724-0982
angela.nash@kodak.com

EX-99.2 3 a5597225ex99_2.htm EXHIBIT 99.2

Exhibit 99.2

FINANCIAL DISCUSSION DOCUMENT

For 2007, the Company had three reportable segments: Consumer Digital Imaging Group (CDG), Film Products Group (FPG), and Graphic Communications Group (GCG). Within each of the Company’s reportable segments are various components, or Strategic Product Groups (SPGs). Throughout the remainder of this document, references to the segments’ SPGs are indicated in italics. The balance of the Company’s continuing operations, which individually and in the aggregate do not meet the criteria of a reportable segment, are reported in All Other. “Traditional revenues” or “traditional net sales” refer to revenues from the sales of traditional products. “Digital revenues” or “digital net sales” refer to revenues from the sales of digital products.

2007 COMPARED WITH 2006

Fourth Quarter

RESULTS OF OPERATIONS – CONTINUING OPERATIONS

CONSOLIDATED

(in millions, except per share data)   Three Months Ended      
December 31
2007  

% of
Sales

  2006  

% of
Sales

 

Increase /
(Decrease)

 

%
Change

   
Digital net sales $ 2,262 $ 1,974 $ 288 15 %
Traditional net sales 951 1,117 (166 ) -15 %
New technologies   7     15     (8 ) -53 %
Net sales 3,220 3,106 114 4 %
Cost of goods sold   2,431     2,366     65   3 %
Gross profit 789 24.5 % 740 23.8 % 49 7 %
Selling, general and administrative expenses 522 16 % 474 15 % 48 10 %
Research and development costs 137 4 % 140 5 % (3 ) -2 %
Restructuring costs and other 63 2 % 14 0 % 49 350 %
Other operating expenses (income), net   (63 )   (22 )   (41 ) 186 %

Earnings from continuing operations before interest, other income (charges), net and income taxes

130 4 % 134 4 % (4 ) -3 %
Interest expense 29 37 (8 ) -22 %
Other income (charges), net   8     14     (6 ) -43 %

Earnings from continuing operations before income taxes

 

109 111 (2 ) -2 %
Provision for income taxes   17     126     (109 ) -87 %
Earnings (loss) from continuing operations 92 3 % (15 ) 0 % 107 713 %
Earnings from discontinued operations, net of income taxes   123   4 %   31   1 %   92   297 %
NET EARNINGS $ 215   $ 16   $ 199   1244 %
  Three Months Ended        
December 31 Change vs. 2006
2007 Amount   Change vs. 2006 Volume   Price/Mix   Foreign Exchange   Manufacturing and Other Costs
 
Total net sales $ 3,220 3.7% 4.0% -4.6% 4.3% 0.0%
 
Gross profit margin 24.5% 0.7pp 0.2pp -6.6pp 2.3pp 4.8pp

Worldwide Revenues

For the three months ended December 31, 2007, net sales increased as compared with the same period in 2006, as significant increases in digital revenues in both CDG and GCG were partially offset by industry-related volume declines in the traditional businesses within all three segments. In addition, foreign exchange resulted in a positive impact to net sales during the quarter. Volume increases were primarily driven by higher sales of digital cameras and the new digital picture frames category within CDG and digital prepress consumables within GCG, partially offset by volume declines within traditional SPGs and snapshot printing. Unfavorable price/mix was primarily driven by the impact associated with new and renewed film agreements in FPG and product portfolio changes in Digital Capture and Devices, partially offset by increased intellectual property royalties within CDG.

Gross Profit

Gross profit improved in the fourth quarter of 2007 in both dollars and as a percentage of sales, due largely to reduced manufacturing and other costs, as well as increased intellectual property royalties within CDG. In addition, foreign exchange was a positive contributor to gross profit as a result of the weak U.S. dollar. The decreases in manufacturing and other costs were driven by a combination of the impact of the Company's cost reduction initiatives, strategic manufacturing and supply chain initiatives within CDG, lower restructuring-related charges, and lower depreciation expense, partially offset by increased silver and aluminum costs. These increases to gross profit margins were partially offset by costs associated with the introduction of inkjet printers and unfavorable price/mix, which was primarily driven by product portfolio changes in Digital Capture and Devices within CDG, and the impact associated with new and renewed film agreements in FPG.

Included in gross profit for the quarter are new non-recurring licensing arrangements within Digital Capture and Devices, contributing approximately 5.2% of revenue to consolidated gross profit dollars in the current quarter, as compared with 4.0% of revenue to consolidated gross profit dollars for similar arrangements in the prior year quarter.

Selling, General and Administrative Expenses

The year-over-year increase in consolidated SG&A was primarily attributable to increased advertising costs related to Consumer Inkjet Systems within CDG.

Restructuring Costs and Other

These costs, as well as the restructuring-related costs reported in cost of goods sold, are discussed under "RESTRUCTURING COSTS AND OTHER" below.

Other Operating Expenses (Income), Net

This category includes gains and losses on sales of capital assets and certain asset impairment charges. The year-over-year change was largely driven by significant one-time gains on numerous sales of capital assets in the current year quarter of $116 million, partially offset by an impairment of an intangible asset of $46 million in connection with the Company’s plan to dispose of its stake in Lucky Film Co. Ltd.

Interest Expense

Lower interest expense was primarily due to lower debt levels resulting from the full payoff of the Company's Secured Term Debt in the second quarter of 2007, partially offset by higher interest rates in the current year quarter.

Other Income (Charges), Net

This category includes interest income, income and losses from equity investments, and foreign exchange gains and losses. The decrease compared with the prior year was primarily attributable to an impairment of an equity method investment, and current quarter losses on foreign exchange transactions. These decreases were partially offset by higher interest income due to higher year-over-year cash balances resulting from the proceeds on the sale of the Health Group, and higher interest rates.

Income Tax (Benefit) Provision

(dollars in millions)   Three Months Ended
December 31
2007   2006

Earnings from continuing operations before income taxes

$109 $111
Provision for income taxes $17 $126
Effective tax rate 15.6 % 113.5 %
Provision for income taxes @ 35% $38   $39  
 
Difference between tax at effective vs statutory rate ($21 ) $87  

For the three months ended December 31, 2007, the difference between the Company's recorded provision and the provision that would result from applying the U.S. statutory rate of 35.0% is primarily attributable to: (1) losses generated in certain jurisdictions outside the U.S., which were not benefited, (2) the mix of earnings from operations in certain lower-taxed jurisdictions outside the U.S., (3) a tax benefit of $20 million associated with valuation allowance releases in certain jurisdictions outside the U.S. , and (4) a tax provision of $18 million relating primarily to tax rate changes, impacts from ongoing tax audits with respect to open tax years and other property sales and impairments.

In accordance with SFAS No. 109, "Accounting for Income Taxes," the Company recorded a tax benefit in continuing operations associated with the realization of current year losses in certain jurisdictions where it has historically had a valuation allowance due to the recognition of the pre-tax gain in discontinued operations.

For the three months ended December 31, 2006, the difference between the recorded provision and the provision that would result from applying the U.S. statutory rate of 35.0% is primarily attributable to: (1) losses generated within the U.S. and in certain jurisdictions outside the U.S., which were not benefited, (2) the mix of earnings from operations in certain lower-taxed jurisdictions outside the U.S., (3) a tax provision of $38 million associated with restructuring costs and asset impairments, (4) discrete tax benefits of $13 million relating primarily to tax rate changes, impacts from ongoing tax audits with respect to open tax years, and other property sales gains/losses, and (5) a tax provision of $89 million associated with the establishment of valuation allowances in certain jurisdictions outside the U.S.

CONSUMER DIGITAL IMAGING GROUP

(dollars in millions)   Three Months Ended    
December 31
2007  

% of
Sales

  2006  

% of
Sales

 

Increase /
(Decrease)

%
Change

 
Digital net sales $ 1,371 $ 1,175 $ 196 17 %
Traditional net sales   359   420   (61 ) -15 %
Total net sales 1,730 1,595 135 8 %
Cost of goods sold   1,344   1,268   76   6 %
Gross profit 386 22.3 % 327 20.5 % 59 18 %
Selling, general and administrative expenses 246 14 % 196 12 % 50 26 %
Research and development costs   64 4 %   68 4 %   (4 ) -6 %

Earnings from continuing operations before interest, other income (charges), net and income taxes

$ 76 4 % $ 63 4 % $ 13   21 %
  Three Months Ended        
December 31 Change vs. 2006
2007 Amount   Change vs. 2006 Volume   Price/Mix   Foreign Exchange   Manufacturing and Other Costs
 
Total net sales $ 1,730 8.5% 9.4% -4.4% 3.5% 0.0%
 
Gross profit margin 22.3% 1.8pp 0.4pp -8.6pp 2.3pp 7.7pp

Worldwide Revenues

The 8% sales growth in the quarter over the prior-year quarter was due to increases in the digital businesses, primarily driven by increased intellectual property royalties, volume increases in digital cameras, new digital picture frames, kiosk media, and inkjet printers. These increases were partially offset by volume declines in snapshot printing, the traditional portion of Retail Printing, and negative price/mix, due to product portfolio changes in digital cameras.

Net worldwide sales of Digital Capture and Devices, which includes consumer digital cameras, accessories, memory products, snapshot printers and related media, and intellectual property royalties, increased 17% in the fourth quarter of 2007 as compared with the prior year quarter, primarily reflecting higher digital camera volumes, sales of new digital picture frames, increased intellectual property royalties, and favorable exchange, partially offset by negative price/mix and lower snapshot printing volumes. For digital still cameras, Kodak remains in the top three market position on a worldwide basis year-to-date through November.

Retail Printing includes color negative paper, photochemicals, service and support, photofinishing services, and retail kiosks and related media. Net worldwide sales of Retail Printing decreased 9% in the fourth quarter of 2007 as compared with the prior year quarter, reflecting volume declines in the traditional portion of the business reflecting continuing industry volume declines, and negative price/mix in kiosks and related media, partially offset by favorable foreign exchange. These declines were partially offset by increased sales of kiosks and related media, which increased 6% from the prior year quarter.

Gross Profit

The increase in gross profit for CDG was primarily attributable to reductions in cost, increases in intellectual property royalties, favorable foreign exchange and increases in volume. The reductions in manufacturing and other costs were primarily driven by strategic manufacturing and supply chain initiatives to improve margins in Digital Capture and Devices. In addition, cost reductions were driven by the benefits of previous restructuring activities and lower depreciation expense, partially offset by adverse silver costs, and costs associated with the scaling of manufacturing and new product introduction activities in the Consumer Inkjet Systems business. The gross profit margin improvement was partially offset by unfavorable price/mix in Digital Capture and Devices products.

Included in gross profit for the quarter is the impact of new non-recurring licensing arrangements, which contributed approximately 9.7% of revenue to segment gross profit dollars in the current quarter, as compared with 7.7% of revenue to segment gross profit dollars for similar arrangements in the prior year quarter. These types of arrangements provide the Company with a return on portions of historical R&D investments and similar opportunities are expected to have a continuing impact on the results of operations.

Selling, General and Administrative Expenses

The increase in SG&A expenses for CDG was primarily driven by increased advertising expenses associated with the introduction of Consumer Inkjet Systems, partially offset by focused cost reduction initiatives and lower-cost go-to-market structure.

FILM PRODUCTS GROUP

(dollars in millions)   Three Months Ended    
December 31
2007  

% of
Sales

  2006  

% of
Sales

 

Increase /
(Decrease)

%
Change

 
Total net sales $ 463 $ 559 $ (96 ) -17 %
Cost of goods sold   326   361   (35 ) -10 %
Gross profit 137 29.6 % 198 35.4 % (61 ) -31 %
Selling, general and administrative expenses 90 19 % 106 19 % (16 ) -15 %
Research and development costs   7 2 %   9 2 %   (2 ) -22 %

Earnings from continuing operations before interest, other income (charges), net and income taxes

$ 40 9 % $ 83 15 % $ (43 ) -52 %
  Three Months Ended        
December 31 Change vs. 2006
2007 Amount   Change vs. 2006 Volume   Price/Mix   Foreign Exchange   Manufacturing and Other Costs
 
Total net sales $ 463 -17.2% -13.4% -7.5% 3.7% 0.0%
 
Gross profit margin 29.6% -5.8pp -0.5pp -6.6pp 3.1pp -1.8pp

Worldwide Revenues

The decrease in FPG worldwide net sales was comprised of: (1) lower volumes, which were in line with industry trends, and (2) declines related to negative price/mix associated with new and renewed film agreements, and geographic mix. These decreases were partially offset by favorable foreign exchange.

Net worldwide sales of Film Capture, including consumer roll film (35mm and APS film), one-time-use cameras (OTUC), professional films, and reloadable traditional film cameras, decreased 29% in the fourth quarter of 2007 as compared with the fourth quarter of 2006, primarily reflecting continuing industry volume declines and negative price/mix, partially offset by favorable exchange.

Net worldwide sales for Entertainment Imaging, which includes origination, intermediate, and print films, and digital systems and services for the entertainment industry, decreased 7% compared with the prior year, primarily reflecting negative price/mix and the initial effects of the writers’ strike, partially offset by foreign exchange effects.

Gross Profit

The decrease in FPG gross profit margin was primarily attributable to seasonal manufacturing slowdowns, unfavorable price/mix associated with the impact of new and renewed film agreements, volume declines in line with industry trends and the initial effects of the writers’ strike, and increased silver costs, partially offset by favorable foreign exchange.

Selling, General and Administrative Expenses

The decline in SG&A expenses for FPG was attributable to the concentrated efforts of the business to achieve target cost models.

GRAPHIC COMMUNICATIONS GROUP

(dollars in millions)   Three Months Ended    
December 31
2007  

% of
Sales

  2006  

% of
Sales

 

Increase /
(Decrease)

 

%
Change

     
Digital net sales $ 891 $ 799 $ 92 12 %
Traditional net sales   107   134   (27 ) -20 %
Total net sales 998 933 65 7 %
Cost of goods sold   729   663   66   10 %
Gross profit 269 27.0 % 270 28.9 % (1 ) 0 %
Selling, general and administrative expenses 183 18 % 173 19 % 10 6 %
Research and development costs   53 5 %   50 5 %   3   6 %

Earnings from continuing operations before interest, other income (charges), net and income taxes

$ 33 3 % $ 47 5 % $ (14 ) -30 %
  Three Months Ended        
December 31 Change vs. 2006
2007 Amount   Change vs. 2006 Volume   Price/Mix   Foreign Exchange   Manufacturing and Other Costs
 
Total net sales $ 998 7.0% 4.0% -3.2% 6.2% 0.0%
 
Gross profit margin 27.0% -1.9pp 0.3pp -0.8pp 1.3pp -2.7pp

Worldwide Revenues

Digital revenue growth in the quarter of 12% resulted in total revenue growth of 7% for GCG during the quarter, led by volume increases and favorable foreign exchange. Specifically, volume growth was driven by Prepress Solutions, Digital Printing Solutions, and Document Imaging. Within Prepress Solutions, volume growth in digital prepress consumables was partially offset by volume declines in traditional prepress consumables.

Net worldwide sales of Prepress Solutions, including consumables, prepress equipment and related services, increased 6%, primarily driven by increased sales of digital plates, equipment and services, partially offset by declines in sales of analog plates and graphics film.

Net worldwide sales of Document Imaging, which includes document scanners and services, media, and imaging services, increased 7% compared with the prior year quarter, driven by increased revenue in scanners. Volume of production scanners (high volume input scanners) continue to show strong growth in addition to increased participation in the distributed capture scanner market (desktop scanners).

Net worldwide sales of Digital Printing Solutions, including all continuous inkjet and electrophotographic equipment, consumables and service, increased 15%, primarily driven by strong sales in color electrophotography and continuous inkjet equipment and digital printing consumables. Color electrophotography page volume increased 34%. These improvements were partially offset by a decline in volume of black-and-white electrophotography.

Net worldwide sales of Enterprise Solutions, which includes workflow software and digital controller development, increased 9%, primarily attributable to the introduction of web-enabled solutions software and growth in the workflow software.

Gross Profit

The decrease in gross profit margin was primarily driven by increased manufacturing costs in Prepress Solutions associated with aluminum and silver. The unfavorable price/mix is largely related to the Document Imaging product portfolio shift to distributed capture scanners and to unfavorable price/mix in Inkjet Printing Solutions and the impact of a licensing settlement. These unfavorable items were partially offset by favorable foreign exchange and volume increases.

Selling, General and Administrative Expenses

The increase in SG&A expenses for GCG is largely attributable to increased investment in sales resources and unfavorable foreign exchange, partially offset by cost-reduction initiatives.

RESULTS OF OPERATIONS - DISCONTINUED OPERATIONS

On April 30, 2007, the Company sold all of the assets and business operations of its Health Group segment to Onex Healthcare Holdings, Inc. (“Onex”) (now known as Carestream Health, Inc.), a subsidiary of Onex Corporation, for up to $2.55 billion. The price was composed of $2.35 billion in cash at closing and $200 million in additional future payments if Onex achieves certain returns with respect to its investment. If Onex investors realize an internal rate of return in excess of 25% on their investment, the Company will receive payment equal to 25% of the excess return, up to $200 million.

The Company recognized a pre-tax gain of $980 million on the sale in the second quarter of 2007, and since that time recorded pre-tax true-up adjustments totaling $6 million, primarily related to pension settlements, for a total pre-tax gain on sale of the Health Group segment of $986 million. The pre-tax gain excludes the following: up to $200 million of potential future payments related to Onex's return on its investment as noted above; potential charges related to settling pension obligations with Onex in future periods; and any adjustments that may be made in the future that are currently under review.

The Company used a portion of the initial $2.35 billion cash proceeds to fully repay its approximately $1.15 billion of Secured Term Debt. About 8,100 employees of the Company associated with the Health Group transitioned to Carestream Health, Inc. as part of the transaction. Also included in the sale were manufacturing operations focused on the production of health imaging products, as well as an office building in Rochester, NY.

Upon authorization of the Company's Board of Directors on January 8, 2007, the Company met all the requirements of SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," for accounting for the Health Group segment as a discontinued operation. As such, the Health Group business ceased depreciation and amortization of long-lived assets. In accordance with EITF No. 87-24, "Allocation of Interest to Discontinued Operations," the Company allocated certain interest expense on debt that was required to be repaid as a result of the sale. Interest expense allocated to discontinued operations totaled $23 million for the three months ended December 31, 2006.

On November 2, 2007, the Company sold all of its shares in Hermes Precisa Pty Limited (“HPA”), a majority owned subsidiary of Kodak Australasia Pty. Ltd., a wholly owned subsidiary of the Company, to Salmat Limited. HPA, a publicly traded Australian company, is a provider of outsourced services in business communication and data processes, and was previously reported in the GCG segment. Kodak received $139 million in cash at closing for its shares of HPA, and recognized a pre-tax gain on the sale of $123 million. This gain, as well as the results of operations of HPA through the date of sale, is reported as a component of discontinued operations in the current and prior periods.

RESTRUCTURING COSTS AND OTHER

The Company has undertaken a cost reduction program that was initially announced in January 2004. This program is referred to as the “2004–2007 Restructuring Program.” This program was expected to result in total charges of $1.3 billion to $1.7 billion over a three-year period ending in 2006, of which $700 million to $900 million related to severance, with the remainder relating to the disposal of buildings and equipment. Overall, Kodak's worldwide facility square footage was expected to be reduced by approximately one-third. Approximately 12,000 to 15,000 positions worldwide were expected to be eliminated through these actions primarily in global manufacturing, selected traditional businesses and corporate administration.

The Company subsequently expanded the program to extend into 2007 and increased the expected employment reductions to 28,000 to 30,000 positions and total charges to $3.6 billion to $3.8 billion. In the third quarter of 2007, the Company revised its expectations for total employment reductions in the range of 27,000 to 28,000 positions and total charges in the range of $3.4 billion to $3.6 billion. These new estimates reflected greater efficiencies in manufacturing infrastructure projects as well as the Company's ability to outsource or sell certain operations, which reduces involuntary severance charges.

The aforementioned 2004-2007 Restructuring Program underpins a dramatic transformation of the Company focused on two primary elements of cost restructuring: manufacturing infrastructure and operating expense rationalization. As this four-year effort progressed, the underlying business model necessarily evolved, requiring broader and more costly manufacturing infrastructure reductions (primarily non-cash charges) than originally anticipated, as well as similarly broader rationalization of selling, administrative and other business resources (primarily severance charges). In addition, the recent divestiture of the Health Group has further increased the amount of reductions necessary to appropriately scale the Corporate infrastructure.

The actual charges for initiatives under this program are recorded in the period in which the Company commits to formalized restructuring plans or executes the specific actions contemplated by the program and all criteria for restructuring charge recognition under the applicable accounting guidance have been met.

Restructuring Programs Summary

The activity in the accrued restructuring balances and the non-cash charges incurred in relation to all of the Company's restructuring programs were as follows for the fourth quarter of 2007:

(in millions)  

Balance

Sept. 30,

2007

 

Costs

Incurred (1)

  Reversals  

Cash

Payments (2)

 

Non-cash

Settlements

 

Other

Adjustments

and

Reclasses (3)

 

Balance

Dec. 31

2007

 
2004-2007 Restructuring Program:
Severance reserve $ 163 $ 17 $ - $ (60 ) $ - $ 9 $ 129
Exit costs reserve   24   43   -   (37 )   -     -   30
Total reserve $ 187 $ 60 $ - $ (97 ) $ - $ 9 $ 159
 

Long-lived asset impairments and inventory write-downs

$ - $ 4 $ - $ - $ (4 ) $ - $ -
Accelerated depreciation $ - $ 4 $ - $ - $ (4 ) $ - $ -
 
 
Pre-2004 Restructuring Programs:
 
Severance reserve $ - $ - $ - $ - $ - $ - $ -
Exit costs reserve   6   -   -   (1 )   -     -   5
Total reserve $ 6 $ - $ - $ (1 ) $ -   $ - $ 5
 
Total of all restructuring programs $ 193 $ 68 $ - $ (98 ) $ (8 ) $ 9 $ 164

(1) The $68 million of costs incurred in the fourth quarter include only continuing operations.

(2) During the three months ended December 31, 2007, the Company paid approximately $101 million related to restructuring. Of this total amount, $98 million was recorded against restructuring reserves, while $3 million was recorded against pension and other postretirement liabilities.

(3) The total restructuring charges of $68 million include pension and other postretirement charges and credits for curtailments, settlements and special termination benefits. However, because the impact of these charges and credits relate to the accounting for pensions and other postretirement benefits, the related impacts on the Consolidated Statement of Financial Position are reflected in their respective components as opposed to within the accrued restructuring balances at December 31, 2007. Accordingly, the Other Adjustments and Reclasses column of the table above includes reclassifications to Other long-term assets and Pension and other postretirement liabilities for the position elimination-related impacts on the Company's pension and other postretirement employee benefit plan arrangements, including net curtailment, settlement and special termination benefit gains (losses) of $6 million. Additionally, the Other Adjustments and Reclasses column of the table above includes foreign currency translation of $3 million.

The costs incurred which total $68 million for the three months ended December 31, 2007, include $4 million and $1 million of charges related to accelerated depreciation and inventory write-downs that were reported in cost of goods sold in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007. Of the remaining costs incurred, $63 million was reported as restructuring costs and other in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007. The severance costs and exit costs require the outlay of cash, while long-lived asset impairments, accelerated depreciation and inventory write-downs represent non-cash items.

2004-2007 Restructuring Program Activity

The Company implemented certain actions under the program during the fourth quarter of 2007. As a result of these actions, the Company recorded charges of $68 million in the fourth quarter of 2007, which were composed of severance, long-lived asset impairments, exit costs, inventory write-downs, and accelerated depreciation of $17 million, $3 million, $43 million, $1 million, and $4 million, respectively. The severance costs related to the elimination of approximately 625 positions, including approximately 225 photofinishing, 150 manufacturing, 75 research and development and 175 administrative positions. The geographic composition of the positions to be eliminated includes approximately 450 in the United States and Canada and 175 throughout the rest of the world. The reduction of the 625 positions and the $68 million charges are reflected in the 2004-2007 Restructuring Program table below. The $3 million charge in the fourth quarter for long-lived asset impairments was included in restructuring costs and other in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007, respectively. The charges taken for inventory write-downs of $1 million were reported in cost of goods sold in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007.

As a result of initiatives implemented under the 2004-2007 Restructuring Program, the Company also recorded $4 million of accelerated depreciation on long-lived assets in cost of goods sold in the accompanying Consolidated Statement of Operations for the three months ended December 31, 2007. The accelerated depreciation relates to long-lived assets accounted for under the held and used model of SFAS No. 144. The total amount of $4 million relates to manufacturing facilities and equipment that will be used until their abandonment.

In April 2007, the Company entered into an agreement to sell its manufacturing site in Xiamen, China. This sale closed in the second quarter of 2007 and resulted in a non-cash charge of approximately $238 million. This action is part of the 2004-2007 Restructuring Program.

Under this program, on a life-to-date basis as of December 31, 2007, the Company has recorded charges of $3,397 million, which was composed of severance, long-lived asset impairments, exit costs, inventory write-downs and accelerated depreciation of $1,398 million, $620 million, $385 million, $80 million and $935 million, respectively, less reversals of $21 million. The severance costs related to the elimination of approximately 27,650 positions, including approximately 6,750 photofinishing, 13,125 manufacturing, 1,575 research and development and 6,200 administrative positions.

The following table summarizes the activity with respect to the charges recorded in connection with the focused cost reduction actions that the Company has committed to under the 2004-2007 Restructuring Program and the remaining balances in the related reserves at December 31, 2007:

         

 

 

 

 

 

 

 

 

 

(dollars in millions)

Number of
Employees

Severance
Reserve

Exit
Costs
Reserve

Total

Long-lived Asset
Impairments
and Inventory
Write-downs

Acceler-

ated
Deprec-
iation

 
2004 charges - continuing operations 8,975 $ 405 $ 95 $ 500 $ 156 $ 152
2004 charges - discontinued operations 650 13 4 17 1 -
2004 reversals - continuing operations - (6 ) (1 ) (7 ) - -
2004 utilization (5,175 ) (169 ) (47 ) (216 ) (157 ) (152 )
2004 other adj. & reclasses -     24     (15 )   9     -     -  
Balance at 12/31/04 4,450 267 36 303 - -
 
2005 charges - continuing operations 7,850 472 82 554 160 391
2005 charges - discontinued operations 275 25 2 27 1 -
2005 reversals - continuing operations - (3 ) (6 ) (9 ) - -
2005 utilization (10,225 ) (377 ) (95 ) (472 ) (161 ) (391 )
2005 other adj. & reclasses -     (113 )   4     (109 )   -     -  
Balance at 12/31/05 2,350 271 23 294 - -
 
2006 charges - continuing operations 5,150 266 66 332 97 273
2006 charges - discontinued operations 475 52 3 55 3 12
2006 reversals - continuing operations - (3 ) (1 ) (4 ) - -
2006 utilization (5,700 ) (416 ) (67 ) (483 ) (100 ) (285 )
2006 other adj. & reclasses -     58     -     58     -     -  
Balance at 12/31/06 2,275 228 24 252 - -
 
Q1 2007 charges - continuing operations 1,075 53 22 75 11 65
Q1 2007 charges - discontinued operations 50 17 - 17 - -
Q1 2007 utilization (1,000 ) (84 ) (20 ) (104 ) (11 ) (65 )
Q1 2007 other adj. & reclasses -     (18 )   -     (18 )   -     -  
Balance at 3/31/07 2,400 196 26 222 - -
 
Q2 2007 charges - continuing operations 1,100 16 28 44 257 15
Q2 2007 charges - discontinued operations - 3 2 5 - -
Q2 2007 utilization (1,250 ) (83 ) (32 ) (115 ) (257 ) (15 )
Q2 2007 other adj. & reclasses -     41     -     41     -     -  
Balance at 6/30/07 2,250 173 24 197 - -
 
Q3 2007 charges - continuing operations 1,425 59 36 95 10 23
Q3 2007 charges - discontinued operations - - 2 2 - -
Q3 2007 reversals - continuing operations - (1 ) - (1 ) - -
Q3 2007 utilization (1,000 ) (62 ) (40 ) (102 ) (10 ) (23 )
Q3 2007 other adj. & reclasses -     (6 )   2     (4 )   -     -  
Balance at 9/30/07 2,675 163 24 187 - -
 
Q4 2007 charges - continuing operations 625 17 43 60 4 4
Q4 2007 charges - discontinued operations - - - - -
Q4 2007 reversals - continuing operations - - - - - -
Q4 2007 utilization (1,700 ) (60 ) (37 ) (97 ) (4 ) (4 )
Q4 2007 other adj. & reclasses -     9     -     9     -     -  
Balance at 12/31/07 1,600   $ 129   $ 30   $ 159   $ -   $ -  

As a result of the initiatives already implemented under the 2004-2007 Restructuring Program, severance payments will be paid during periods through 2008 since, in many instances, the employees whose positions were eliminated can elect or are required to receive their payments over an extended period of time. Most exit costs were paid during 2007. However, certain costs, such as long-term lease payments, will be paid over periods after 2007.

The charges of $68 million recorded in the fourth quarter of 2007 included $1 million applicable to FPG, $14 million applicable to CDG, $25 million applicable to GCG, and $28 million that was applicable to manufacturing, research and development, and administrative functions, which are shared across all segments.

The restructuring actions implemented during the fourth quarter of 2007 under the 2004-2007 Restructuring Program are expected to generate future annual cost savings of approximately $62 million, including annual cash savings of $61 million. These cost savings began to be realized by the Company beginning in the fourth quarter of 2007, and the majority of these savings are expected to be realized by the end of 2008 as most of the actions and severance payouts are completed. These total cost savings are expected to reduce future cost of goods sold, SG&A, and R&D expenses by approximately $25 million, $29 million, and $8 million, respectively.

Based on all of the actions taken to date under the 2004-2007 Restructuring Program, the program is expected to generate annual cost savings of approximately $1,680 million, including annual cash savings of $1,605 million, as compared with pre-program levels. The Company began realizing these savings in the second quarter of 2004, and expects the savings to be fully realized by the end of 2008 as most of the actions and severance payouts are completed. These total cost savings are expected to reduce cost of goods sold, SG&A, and R&D expenses by approximately $1,051 million, $473 million, and $156 million, respectively.

The above savings estimates are based primarily on objective data related to the Company's severance actions. Savings resulting from facility closures and other non-severance actions that are more difficult to quantify are not included. The Company reaffirms its estimate of total annual cost savings including both employee-related costs and facility-related costs under the extended 2004-2007 Restructuring Program of $1.6 billion to $1.8 billion, as announced in July 2005, and does not expect the final annual cost savings to differ materially from this estimate.

CASH FLOW ACTIVITY

The Company’s primary sources and uses of cash for the twelve month period ended December 31, 2007 included proceeds on the sale of the Health Group, earnings from continuing operations, adjusted for non-cash items of income and expense, debt payments, restructuring payments, capital additions, working capital needs, dividend payments and employee benefit plan payments/contributions.

Net cash provided by continuing operations from operating activities was $352 million for the twelve months ended December 31, 2007. The Company’s primary sources of cash from operating activities for the period are earnings from continuing operations, as adjusted for non-cash items of income and expense, which provided $652 million of operating cash in 2007, compared to $327 million in 2006. The Company’s other primary sources and uses of cash from operating activities include:

  • Decreases in inventories, driven by management of year-end inventory levels;
  • The net decrease in liabilities, excluding borrowings, including:

-- The decrease in pension and other postretirement liabilities due to settlement and curtailment activities related to restructuring;

 
-- Recognition of deferred income on intellectual property arrangements;
 
-- Decrease in restructuring liabilities driven by cash payments for severance benefits, partially offset by restructuring charges within the current year;
 
-- The settlement of asset retirement obligations due to footprint reduction actions;
 
-- These decreases were partially offset by an increase in trade accounts payable due to the Company's efforts to bring accounts payable metrics more in line with its peer group.

Included in the uses of cash in operating activities discussed above were:

  • Cash expenditures of $101 million against restructuring reserves and pension and other postretirement liabilities, primarily for the payment of severance benefits. Employees whose positions were eliminated could elect to receive severance payments for up to two years following their date of termination.
  • Contributions (funded plans) or benefit payments (unfunded plans) totaling approximately $130 million relating to major U.S. and non-U.S. defined benefit pension plans.
  • Benefit payments totaling approximately $218 million relating to U.S., United Kingdom, Canada, and Brazil postretirement benefit plans.

Net cash used in continuing operations in investing activities for the twelve months ended December 31, 2007 of $41 million includes capital additions of $259 million. The majority of this spending supports new products, manufacturing productivity and quality improvements, infrastructure improvements, equipment placements with customers, and ongoing environmental and safety initiatives. Proceeds from sales of businesses and assets in the period provided cash of $227 million.

Net cash provided by discontinued operations from investing activities was $2,449 million due to the proceeds received in connection with the sale of the Health Group business, and HPA business previously reported in GCG. The Company utilized a portion of this cash for the full repayment of the Secured Term Debt, as reflected in net cash used in financing activities in the period.

Net cash used in continuing operations in financing activities was $1,325 million, including the repayment of debt discussed above and dividends of $145 million.

CAUTIONARY STATEMENT PURSUANT TO SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

Certain statements in this report may be forward-looking in nature, or "forward-looking statements" as defined in the United States Private Securities Litigation Reform Act of 1995. For example, references to the Company's expectations for cost savings and cash savings from restructuring are forward-looking statements.

Actual results may differ from those expressed or implied in forward-looking statements. In addition, any forward-looking statements represent the Company's estimates only as of the date they are made, and should not be relied upon as representing the Company's estimates as of any subsequent date. While the Company may elect to update forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so, even if its estimates change. The forward-looking statements contained in this report are subject to a number of factors and uncertainties, including the successful:

  • execution of the digital growth and profitability strategies, business model and cash plan;
  • implementation of the cost reduction programs;
  • transition of certain financial processes and administrative functions to a global shared services model and the outsourcing of certain functions to third parties;
  • implementation of, and performance under, the debt management program, including compliance with the Company's debt covenants;
  • development and implementation of product go-to-market and e-commerce strategies;
  • protection, enforcement and defense of the Company's intellectual property, including defense of its products against the intellectual property challenges of others;
  • execution of intellectual property licensing programs and other strategies;
  • integration of the Company's businesses to SAP, the Company's enterprise system software;
  • completion of various portfolio actions;
  • reduction of inventories;
  • integration of acquired businesses and consolidation of the Company's subsidiary structure;
  • improvement in manufacturing productivity and techniques;
  • improvement in working capital management and cash conversion cycle;
  • continued availability of essential components and services from concentrated sources of supply;
  • improvement in supply chain efficiency and dependability; and
  • implementation of the strategies designed to address the decline in the Company's traditional businesses.

The forward-looking statements contained in this report are subject to the following additional risk factors:

  • inherent unpredictability of currency fluctuations, commodity prices and raw material costs;
  • competitive actions, including pricing;
  • the Company's ability to access capital markets;
  • the nature and pace of technology evolution;
  • changes to accounting rules and tax laws, as well as other factors which could impact the Company's reported financial position or effective tax rate;
  • pension and other postretirement benefit cost factors such as actuarial assumptions, market performance, and employee retirement decisions;
  • general economic, business, geo-political and regulatory conditions or unanticipated environmental liabilities or costs;
  • changes in market growth;
  • continued effectiveness of internal controls; and
  • other factors and uncertainties disclosed from time to time in the Company's filings with the Securities and Exchange Commission.

Any forward-looking statements in this report should be evaluated in light of these important factors and uncertainties.

Eastman Kodak Company

CONSOLIDATED STATEMENT OF OPERATIONS - UNAUDITED

   
Three Months Ended Twelve Months Ended
December 31 December 31
(in millions, except per share data) 2007   2006   2007   2006
   
Net sales $ 3,220 $ 3,106 $ 10,301 $ 10,568
Cost of goods sold   2,431     2,366     7,785     8,159  
Gross profit 789 740 2,516 2,409
Selling, general and administrative expenses 522 474 1,764 1,950
Research and development costs 137 140 535 578
Restructuring costs and other 63 14 543 416
Other operating expenses (income), net   (63 )   (22 )   (96 )   (59 )

Earnings (loss) from continuing operations before interest, other income (charges), net and income taxes

130 134 (230 ) (476 )
Interest expense 29 37 113 172
Other income (charges), net   8     14     87     65  

Earnings (loss) from continuing operations before income taxes

109 111 (256 ) (583 )
Provision (benefit) for income taxes   17     126     (51 )   221  
Earnings (loss) from continuing operations 92 (15 ) (205 ) (804 )
Earnings from discontinued operations, net of income taxes   123     31     881     203  
NET EARNINGS (LOSS) $ 215   $ 16   $ 676   $ (601 )
 
Basic net earnings (loss) per share:
Continuing operations $ 0.32 $ (0.05 ) $ (0.71 ) $ (2.80 )
Discontinued operations   0.43     0.11     3.06     0.71  
Total $ 0.75   $ 0.06   $ 2.35   $ (2.09 )
 
Diluted net earnings (loss) per share:
Continuing operations $ 0.31 $ (0.05 ) $ (0.71 ) $ (2.80 )
Discontinued operations   0.40     0.11     3.06     0.71  
Total $ 0.71   $ 0.06   $ 2.35   $ (2.09 )
 

Number of common shares used in basic net earnings (loss) per share

 

288.0 287.3 287.7 287.3
Incremental shares from assumed conversion of options 0.4 - - -
Convertible debt shares   18.6     -     -     -  

Number of common shares used in diluted net earnings (loss) per share

  307.0     287.3     287.7     287.3  
Eastman Kodak Company    
CONSOLIDATED STATEMENT OF FINANCIAL POSITION - UNAUDITED
 
(in millions, except share and per share data) At December 31,
2007   2006
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 2,947 $ 1,469
Receivables, net 1,939 2,072
Inventories, net 943 1,001
Deferred income taxes 120 108
Other current assets 104 96
Assets of discontinued operations   -   811  
Total current assets 6,053 5,557
 
Property, plant and equipment, net 1,811 2,602
Goodwill 1,657 1,584
Other long-term assets 4,138 3,509
Assets of discontinued operations   -   1,068  
TOTAL ASSETS $ 13,659 $ 14,320  
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and other current liabilities $ 3,794 $ 3,712
Short-term borrowings 308 64
Accrued income and other taxes 344 347
Liabilities of discontinued operations   -   431  
Total current liabilities 4,446 4,554
 
Long-term debt, net of current portion 1,289 2,714
Pension and other postretirement liabilities 3,444 3,934
Other long-term liabilities 1,451 1,690
Liabilities of discontinued operations   -   40  
Total liabilities 10,630 12,932
 
Commitments and Contingencies (Note 11)
 
SHAREHOLDERS’ EQUITY

Common stock, $2.50 par value, 950,000,000 shares authorized; 391,292,760 shares issued as of December 31, 2007 and 2006; 287,999,830 and 287,333,123 shares outstanding as of December 31, 2007 and 2006

 
 
978 978
Additional paid in capital 889 881
Retained earnings 6,474 5,967
Accumulated other comprehensive income (loss)   452   (635 )
8,793 7,191

Treasury stock, at cost 103,292,930 shares as of December 31, 2007 and 103,959,637 shares as of December 31, 2006

  5,764   5,803  
Total shareholders’ equity   3,029   1,388  
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 13,659 $ 14,320  
Eastman Kodak Company
CONSOLIDATED STATEMENT OF CASH FLOWS - UNAUDITED
 

Twelve Months Ended

December 31

2007

 

2006

 
Cash flows from operating activities:
Net earnings (loss) $ 676 $ (601 )
Adjustments to reconcile to net cash provided by operating activities:
Earnings from discontinued operations, net of income taxes (881 ) (203 )
Depreciation and amortization 785 1,195
Gain on sales of businesses/assets (157 ) (65 )
Non-cash restructuring costs, asset impairments and other charges 336 138
Benefit for deferred income taxes (107 ) (137 )
Decrease in receivables 161 163
Decrease in inventories 108 292
(Decrease) increase in liabilities excluding borrowings (463 ) 122
Other items, net   (106 )   (219 )
Total adjustments   (324 )   1,286  
Net cash provided by continuing operations   352     685  
Net cash (used in) provided by discontinued operations   (37 )   271  
Net cash provided by operating activities   315     956  
Cash flows from investing activities:
Additions to properties (259 ) (335 )
Net proceeds from sales of businesses/assets 227 178
Acquisitions, net of cash acquired (2 ) (3 )
Investments in unconsolidated affiliates - (19 )
Marketable securities - sales 166 133
Marketable securities - purchases   (173 )   (135 )
Net cash used in continuing operations   (41 )   (181 )
Net cash provided by (used in) discontinued operations   2,449     (44 )
Net cash provided by (used in) investing activities   2,408     (225 )
Cash flows from financing activities:
Proceeds from borrowings 177 765
Repayment of borrowings (1,363 ) (1,568 )
Dividends to shareholders (145 ) (144 )
Exercise of employee stock options   6     -  
Net cash used in continuing operations   (1,325 )   (947 )
Net cash provided by discontinued operations   44     -  
Net cash used in financing activities   (1,281 )   (947 )
Effect of exchange rate changes on cash   36     20  
Net increase (decrease) in cash and cash equivalents 1,478 (196 )
Cash and cash equivalents, beginning of year   1,469     1,665  
Cash and cash equivalents, end of year $ 2,947   $ 1,469  
Net Sales from Continuing Operations by Reportable Segment and All Other - Unaudited
 
(in millions) Three Months Ended December 31, Twelve Months Ended December 31,
 

Foreign
Currency

 

Foreign
Currency

2007

2006

Change

Impact*

2007

2006

Change

Impact*

Consumer Digital Imaging Group
Inside the U.S. $ 1,027 $ 995 3 % 0 % $ 2,525 $ 2,564 -2 % 0 %
Outside the U.S.   703   600 +17 +9   2,106   2,147 -2 +5
Total Consumer Digital Imaging Group   1,730   1,595 +8 +4   4,631   4,711 -2 +2
 
Film Products Group
Inside the U.S. 93 155 -40 0 458 657 -30 0
Outside the U.S.   370   404 -8 +5   1,510   1,655 -9 +4
Total Film Products Group   463   559 -17 +4   1,968   2,312 -15 +3
 

Graphic Commun-ications Group

Inside the U.S. 303 307 -1 0 1,190 1,248 -5 0
Outside the U.S.   695   626 +11 +9   2,400   2,229 +8 +6

Total Graphic Commun-ications Group

  998   933 +7 +6   3,590   3,477 +3 +4
 
All Other
Inside the U.S. 22 13 +69 0 81 50 +62 0
Outside the U.S.   7   6 +17 0   31   18 +72 0
Total All Other   29   19 +53 0   112   68 +65 0
 
Consolidated
Inside the U.S. 1,445 1,470 -2 0 4,254 4,519 -6 0
Outside the U.S.   1,775   1,636 +8 +8   6,047   6,049 -0 +5
Consolidated Total $ 3,220 $ 3,106 4 % +4 % $ 10,301 $ 10,568 -3 % +3 %
 
 

* Represents the percentage point change in segment net sales for the period that is attributable to foreign currency fluctuations

Earnings (Loss) from Continuing Operations Before Interest, Other Income (Charges), Net and Income Taxes - Unaudited
           
Three Months Ended Twelve Months Ended
(in millions) December 31, December 31,
2007 2006 Change 2007 2006 Change
 
Consumer Digital Imaging Group $ 76 $ 63 21 % $ (92 ) $ (240 ) -62 %
Film Products Group 40 83 -52 369 368 +0
Graphic Communications Group 33 47 -30 116 100 +16
All Other   (19 )   (10 ) -90   (50 )   (67 ) +25
Total of segments 130 183 -29 343 161 +113
Restructuring costs and other (68 ) (77 ) (662 ) (698 )
Other operating income (expenses), net 63 22 96 59
Legal reserve/settlement - 6 - 2
Foreign contingencies 5 - (7 ) -
Interest expense (29 ) (37 ) (113 ) (172 )
Other income (charges), net   8     14     87     65  

Consolidated earnings (loss) from continuing operations before income taxes

$ 109   $ 111   -2 % $ (256 ) $ (583 ) +56 %

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